Third Time's the Charm
by The Amazing Spiderboy
Summary: AU. A year after Ben Reilly first shows up in New York City, he gets a new gift in the shape of a teenage clone dropped on him, courtesy of the Jackal. This details the adventures of the spider family, as they learn and adapt to their new family member...
1. Prologue

Darkness. Light. Oblivion. Life. Cells spin like universes. Explode like suns. Chaos become order. Formlessness... becomes form. The urge to know rises from silence. Becomes a shout of being that echos into consciousness. There are no words, there is no language; but if this evolving creature could speak it, it would ask one simple question:

"Who am I?"

Its answer lies in dreams. Dreams of life still to unfold; and yet- paradoxically – a life already lived. Faces. Places. Emotions. Events. A Collage of sounds and images, drifting everywhere. If it could only reach out that tiny hand, it could hold them, absorb them, understand them. But each time the wave of understanding recedes into darkness. Each time... He is alone again.

He? Yes. A sense of maleness, of sexual identity, forms- and with it, a surge of power that elates him. How fast he grows- weaving the web of self! There is no time here in this dark world he inhabits, yet he seems somehow to be moving forward with unbelievable speed... As if rushing headlong, toward an extraordinary destiny. Toward an answer to the first question. The only question:

_Who Am I? _Asks he, as he gets a blinding pain in his eyes, as he squints to try and focus his sight, and as his lungs burn like a fire for the first time. Trying to find himself, trying to get to his unsteady feet, he tries to get acclimated to his surroundings. Clumsy and awkward, which seems familiar, yet distant, he claims his balance on the side of the chemical tank. What breaks the concentration is one voice that cuts the silence.

"Take it easy, little one. Take your time. You've got your whole life ahead of you." As he focuses on the voice, he sees a middle aged, bespectacled man. Brownish-grey hair and moustache, with a suit that gave an air of professionalism, this person reaches over and grabs something on the counter that he hands over to the male who managed to climb out of the tank groggily. But as the man handed over a pair of pants to cover up.

"Come now, little Peter, let me help you" This man seemed familiar. Comfort, but it is confusing. This person seems warm, like the little one wants to please, but part of him wanted to run. "No need to be afraid, I won't ever hurt you." A very warm person, but the calm seemed to melt away. The exhausting grogginess in his muscles firing up through his spinal cord, it looked like the background of the laboratory melted away, as a haziness took over, and as everything melted away, the one called Peter looked over at the warm, paternalistic man, and saw him melting.

As he looked at this man in horror, he saw the skin melt from his bones, as if he were sweating it off. The recently birthed one was trying to back away, despite all the fatigue in his being, observing this fearsome image, as he heard the man warmly and calmly telling him something.

"Come now... no need to be frightened. I won't hurt you..." He says as he reaches over to his creation, as the worn out creature reached for his hand, but as the face melted off, it wasn't bones but a green face underneath the pale pink skinned face. A green horror was under the melted face that seemed to cackle and finished the sentence. "... For I will always be there for you!"

Shock jolted the creature awake, as he looked around to see a small cell, as he was lying on the bench, for an eternity. On odd occasions he would come out for experiments, and tests, as well as torment, torture... Time was an illusion. It was hard to tell how long he was in that cell. Sitting in that corner, on top of the solid bench. It was too small to really stretch, and the bench was the only thing in there aside this poor tormented creature. Anger, fear, longing, and even sympathy was all he seemed to know. Even with the experiments and tests that were run, at times, this man who called himself Miles Warren, a doctor, treated him with some unexpected warmth, but most of the time, the reaction was akin to their first meeting... or was it their first meeting?

The creature was not sure. Although he was called Peter by the Doctor. Sometimes as he dreamt he saw this creature... this Jackal that would torment him. Taunting him, teasing him, like a child poking at an animal in a cage with a stick. Sometimes he dreamt about a life that seemed familiar, but was in tatters.

There was one name that sounded familiar. Gwen Stacy. That name was often mentioned. A warm sensation, followed by a pang was the initial reaction, but the one thing that he remembered was a bridge. The time he remembered that, was followed by one of the more savage tortures, as the horror did not finish with unconsciousness. It finished with the nightmares of Jackal.

As the creature stitched his memories, or what seemed like pieces of his memories, he finally recalled another being that issued him comfort and love. There were memories, of vivid red fire. Not fire... but hair... vivid fire red hair. The face was blurred out... but the feeling was peaceful.

The sound of the doors opening, to a new day... or was it night? It was hard to tell... of unpredictable torture came by with Miles coming in through the doorway.

"Come. More tests to be done, my little friend." He came across as gentle, but there was that venom behind it. Which meant it was going to be bloody, and painful. That familiar buzzing in the creature's head was going off. Dragging the clone to the laboratory, everything was sanitized, clean, and ready for a new day. The table with the restraints seemed ready. The computers were on, and ready to take measurements. The creature looked on in horror.

"Come over here Peter." The older man ordered. His face then dropped the gentle demeanour to reveal the growl in his voice. The pitiful hate and venom that needed mercy and sympathy... no... The creature's head was now buzzing as the good doctor started to march forward with a familiar gadget that put him in line every time. But this time, the creature objected.

"No... No! No more!" As the impulses, and the adrenaline poured through the creature's body, he reached over, and picked up the desk next to him, and in one quick motion, tossing it forward at Miles, dropping everything that was on the surface. Dashing to the side, which seemed very much familiar to him, he rushed down a hallway, ignoring the multitudes of doors to various sanitized cells or rooms, he didn't care. As he came to a last door, an instinct overwhelmed him.

Throwing his fist at the door, it budged a little, but stayed in tact. Tendons gripping, neurons firing, the fists firing repetitively at the door, who turned to splinters.

What was inside this room was unexpected. The creature noticed the bright colours, of what revealed to be a baby room. This was familiar. The crib, the changing station... Very much detailed, that would calm him. But he heard something from the room that would cause him to dash out. He heard that familiar cackle that followed him wherever he went.

Dashing out, he would try to outrun the laughter. He opened another door to hide in, and found another bedroom. It was warm and welcoming. His foot stepped on something that crunched under him, as he tripped forward, and as he looked back, he saw he stepped and broke a toy car. He looked around to truly notice the bed, the dresser, and many familiar posters that decorated the bedroom that gave a nice warm feeling of a young child that may not have cleaned up. Looking at the bed, a familiar stuffed friend greeted the creature that got himself up.

Peter observed the stuffed bear for a moment, and greeted with a hug. He then hears a familiar voice.

"Awww... that's so sweet... I love you too! I wouldn't be me without you!" As the creature looks at his stuffed friend, only to notice the bear's face was no longer there, but was of a familiar green fiend.

Dropping his former best friend, this being known as Peter dashed out to escape the nightmare. Turning into another room, and closing it behind him, to breathe out the adrenaline, as he sweated out the stress, as he looked around.

Another familiar bedroom, it seemed like a safe place. Beakers on the desk, even the poster of Albert Einstein seemed very warm and safe. But as he approached the desk, there was a picture. It had a young man, and a blond woman that seem to calm him, but a wave of shame and guilt overcame him. His reverie was cut short as he heard the echoing laughter of a familiar night fiend that haunted his nightmares.

Quickly, the helpless creature, wished for a suit of armour, or costume, but all he had, was his pyjamas, that he wore earlier, quickly ducked under the bed, fearful of what was hunting him. He heard the door open, and a pair of green, ugly legs walk in.

"Come out, come out wherever you are, little spider? Where are you? In the closet? Don't you know? Only monsters are in the closet! Well, that and gays, but you aren't the type to come out of the closet!" The Monster commented and joked. He pretended to look all over the room.

Bump. Bump. Bump. The creature under the bed's heart thumped hard in his chest. Praying that this boogieman would go away, as things go quiet, a little bit of relief get over the pitiful frightened one hiding under the bed.

"PEEKABOO!" A Green face showed itself as he looked under the bed with that sadistic toothed grin that would haunt endless nightmares, with his long claws reaching towards the pitiful little ball that wanted the safety of peace, that would eternally be denied to him.

Pulled out from under the bed by this ugly nightmare, adrenaline and fear is overtaking him.

"Oh boy! What a fun game of Hide and go Seek! Your turn to count to ten and find me!" The cackling sounding cheerful, holding Peter by the arm, tormenting him.

But as this Jackal mocked and tormented him with that echoing laughter, the creature that was created threw a punch that caught the nightmare off guard. For a monster that seemed so strong, he reeled from the fist that was thrown. 

"Oh! A love tap! Like they say, bears say they love each other with a slap! Or a punch but who's counting?" was the mockery, before the green monster was wailed upon by his victim. Punch after punch after punch, as the creature trying to fight off his oppressor, shouting a cry, of trying to ascertain his identity.

"I... am.. Human! I AM HUMAN!" Was shouted after every punch, only to get the one fist caught by this vile fell demon, that grinned his toothy grin.

"And so you are..." With a knowing gleam in his eye, prepared for another game of torture, another game of cat and mouse. As the laughter was started, the creature that was fighting off this monster, threw the other fist, that threw him into the furniture around them, only for the Peter creature to dash out the room, hoping to find his freedom, his forbidden vice, just out of grasp.


	2. Chapter 1

"Costume. Check. Air vent. Check. Making an exit, stage right like Snagglepuss? Double check! Gotta make a break for it. This little spider has been cramped a little too much, for a little too long. Hopefully the exit is going to be right around... This corner! Guess not. Hopefully that corner! Come to papa spider, little exit!" Clad in a spider costume, this Spider-Man was crawling through the cramped air vents, desperate for escape and to feel the wind against his costume while web swinging.

Whatever happened here, he wasn't sure, but he was sure a supervillain got the best of him during a tussle and swiped him. Hopefully they didn't get a good look under the mask.

He was going through the cold, dark silver narrow hallway, for what seemed like forever, before any evidence of the outside world revealed itself.

The opening to the vent revealed itself to the happy spider that would have skipped if he had the room, as he rushed over to the opening, removing it, and leaving the cramped claustrophobic vents, for the openness of the outside world. The crisp air was a refreshing change, and taking a deep breath, of the sulphuric familiar night air, and tall skyscrapers a spider can call home, the wall crawler now was in familiar territory.

Swinging away into the night with the webs, he went to clear up his head, as he was on a mental sugar rush of excitement.

_'Fresh air, skyscrapers and head-rushes. Always a welcome thing in Spider-land.' _

With a series of acrobatics, and web weaving, a certain wallcrawler was having the time of his life swinging around, and getting the adrenaline pumping, out on patrol. His costume may not be the traditional spider themed costume, but it did have a certain life of its own.

_'Rent's all payed, fridge is stocked, the world's cutest little girl is happy... Not to mention 3 rape attempts were stopped, 5 muggings with returned purses, 1 bank robbery stopped... And one of the thieves turned his life around after a talking down. Life in Manhattan is wonderful tonight!' _Ben Reilly's train of thought was caught off guard by a scream from a woman down below, who just had someone swipe her purse and run off.

_'Well, make that 6 muggings.' _Spider-Man webbed down, and swung into action, as he followed the man.

"Sorry buddy! I'm no fashion expert, but I don't think that purse matches your eyes! It's a bit of a shade of soft red... Or pink according to some... Although it might match me a bit more, let's return it to the nice lady, shall we?" The joke got the guy to turn around, go wide eyed as he dashed as fast as he can. "Well, if that's how you want it..."

With a webline thrown, the mugger soon found himself upside down by a lamppost. "You know, with all the superheroes in the Big Apple, you'd think most criminals would get the bright idea of finding some other town to work in or another line of work. What do you think?" The only response was a bit of a shriek, followed by a thwip as his mouth was webbed shut.

Picking up the purse and returning it to the owner, Spidey style, he went off on his way. Although not completely thanked, Ben was pleased.

_'At least she's safe, and her purse is returned. Whether everyone admits it or not, it is a difference.' _Webbing off in the city, the superhero passes by the theatre. Seeing the people pour out, he notices the big poster of a familiar red haired beauty. '_I'm betting Peter is pretty proud of her. Too bad I'm too late for the show. Well, I can probably show up for the after-party.'_

Looking down from his perch, he noticed a certain redheaded woman, and brunette man walking out. Although looking happy, she seemed a little jumpy.

"Well, I wonder what's got into her? She seems rather... Hello! What do we have here? Super stalker I'm guessing?" Ben joked as he noticed someone poking out from a neighbouring roof, looking down at the ground level.

"Heya! I'm going to have to see your press pass, and your theatre society membership card. Isn't this a little high to take some pic-yikes! Not the face!" Ben was caught in midquip as the stalker he landed close by launched a projectile at him that barely missed, due to Ben's handy little alarm system, as the shadowed stranger leaped forward at him, throwing a punch, as Spider-Man, dodged it, soon getting embroiled in a fight with lots of acrobatics.

Ducking a little to the punch, he caught the arm, and threw it to the other end of the roof, to get some distance. The person landed on his feet, like an acrobatic cat. Ben closed his fist, aimed at the person to launch some impact webbing, but as he predicted, the target jumped above it, narrowly missing his target, that somersaulted, and bringing together his fingers together in the hand sign for peace.

_Oh no... please don't tell me... those moves, that hand sign... please... _Ben's mental plea was not heard, as he heard that famous sound that he was known for. THWIP! As a line came his away again, which Ben dodged. _Dammit. That bastard is back in town. _

Ben had no more jokes in him. He fell silent, and serious. He went to work with his webs, as he thwipped around to control the battlefield, setting up his target for a tactical victory. _Damn this one is squirrelly. _

"Hey! Don't you know that there's a copy right on that spider on your chest? I oughta sue for the webs AND the ripoff costume!" Ben heard his opponent taunt, but didn't care about it. He was quiet and serious, and his opponent wasn't catching on to the preparations of the webbing that Ben was putting together.

The other spider-person was rolling forward, mixing close and medium range, and was hopping around avoid all sorts of attacks from Ben.

"Wow. It's a good thing I don't have this type of aim. That's what you get when you try to copyright a grade A hero, that is way more dodgy than ol' Jolly Jameson when you ask him for a raise! Whoa! Missed me! Hit the spider and win the prize!" Was what Ben's target was shouting.

Spider-Man was busy jumping around, launching a webbing, taking a hit, as he worked his magic. '_He is so focused by his target that he's overlooking the surroundings. Prepping the wall over there, and judging by how we react with our spider sense, he should accidentally backflip into it if I am to try and jump right about... here! '_

Ben jumped forward to drop kick his foe that backflipped with a taunt. "Nah nah! Missed me, missed me, now you've gotta... uh oh..." The target went to land, but slipped on a conveniently placed piece of brick, only to trip over a webline that was about a foot away, and as he tripped backwards, he landed in an awkward position, almost sideways into a web.

He had his left arm raised up, and the other aimed down, as if to break a fall that wasn't going to happen. Ben approached his prey as he got a better look of him.

It was the original red and blue spandex. This was the trademark of Peter and Ben's most hated enemy. Jackal. But there was something about this spider... Ben brought his hand forward to unmask this impersonator, and he wasn't in the mood for this. '_Please be nothing but a fanboy, or a Chameleon plot... please... anything but HIM!' _

"Please... no... I'm allergic to cold hands! It blisters my sensitive skin!" The impersonator kept chiming away, obviously a bit more panicked. Ben then jumped as he heard someone land behind him, aiming his fist ready to fire his stingers.

"No one fear, Spidey's here!" Was the familiar sound of Ben's "younger" brother, Peter, masked and everything. "So bro, noticed there was a dance here, and wondered if..." His tone changed as he approached, and noticed the person stuck in the webbing. "That better not be what I think it is! Do you know if this 'thing' is what I think it is?"

"I was about to check... You may want to go and stay by MJ's side. I'll handle this." Ben tried to tone down his bitterness towards Jackal. Hoping that Peter would leave for his own sake as well as MJ's, his hope was denied.

"If that bastard is going to terrorize us again, I don't want anything with his stench anywhere near this city!" Peter was now freaking out. Even seeing someone else in a spider suit worried the two.

"Go protect MJ. She's as much a target as we are! Get her home, and I'll call you if anything comes up." Ben argued. "And I'm gonna see if it really is one of them... Hopefully we don't have a degenerative one... that's an unpleasant sight." The blonde was hoping his brother wouldn't have to see such a scene, shivering at the unpleasant memory of the last spider he pulled the mask off of, and was relieved when Peter jumped off to see to his lady love.

"I don't want to see that thing ever again. Whether he's a shapeshifter like the Chameleon or Mysterio, I don't care. And this time, don't be scared to call for help!" The bitter tone was left off.

_'Well, that was taken care of rather well... Should have known HE would have started tormenting us now... Things were going perfectly swell... Stupid villain...' _Ben turned to the other wallcrawler, still stuck in the webbing, but trying to struggle free.

But this time, Spider-Man's captive wasn't as pleasant. He was freaking out. "I don't know who, or what you are, but if you are some Sinister Six Mysterio plot, I'll seriously put you in a world of hurt! Scratch that! Regardless, I'm gonna tear you a new one, to the point where you will wish it was Wolverine giving you a massage!"

Ben responded with closing his fist and aiming it at his new found 'clone', and squeezed, as he launched a ball at his target, which upon contact, started to cocoon around its prey.

Wrapping stray webs into the cocoon, Ben picked up the suspected imitation, and webbed off, choosing a particular direction. After about a good 45 minutes of webswinging, along with complaints from his passenger, the heroic spider finally found his lair. Crawling through some of the vents, he made his way into a dark room.

The webbed clone was thrown over his shoulder, and he turned on the light to reveal a laboratory. '_I'm glad Seward left me this. At least he left me something to remember him by. He was just as great as Uncle Ben and Aunt May.' _

"A lab? No way! I'm scared of needles!" Ben's doppelganger piped up nervously, trying to get free of the webbing, but to no avail.

Spidey approached his counterpart, and reached over to the mask. His heart was beating, and he was almost afraid of what he would see under the mask. He was hoping that this would not be a degenerative clone. Quickly removing the mask, his eyes widened.

"Well, at least we don't have to worry about that particular problem. But... wow. That's..." '_Like a mirror in a fun-house...' _Ben finished in his mind. Putting the mask of the clone down on the table, he moved along to get a chair. '_First thing's first. Calming him down and explaining everything.' _

Tempted to hang from the ceiling, Ben was comfortable in such a position, but it was best to talk face to face. Before conducting any of the clone tests Ben and his mentor prepared before.

"All right... This will be a little weird to explain, but... What do you remember?" The man asked sitting down.

"Well, I remember someone in a ripoff costume, taking my mask off, that's for sure." The copy whined. Then he mumbled "Whether it's a cool costume, or not, that's another story."

_'Sarcasm, with sidenote... Well, good to know he has a good sense of fashion... Although he's nervous, doesn't know what to make of this, and trying to divert away from the topic. All the while looking around at various ways of getting free and escaping. It's no wonder the lab makes him nervous. In his own way, he's freaking out, in a passive aggressive way.' _The Spider noted.

"Well, I guess it would be best explained like this..." Ben reluctantly cringed at doing this. He hated removing his mask for anyone. But this time, he removed his own mask. Showing his blond hair, which got an awkward look from his newfound 'friend'. "Well, I've kinda been where you have been. Memories in tatters, self-identity in question and seeing double. It's not easy."

"Wha...wha... what the hell are you! Lemme out of this! You're lying!" The one in the cocoon was thrashing about, to no avail.

"Listen... You need to calm down. I'm not here to hurt you..." Ben tried to rationalize, but the next part was going to be one of the hardest things to say, and he couldn't tell him while he's thrashing about.

"Who are you, and how do you have my face? Are you Chameleon? If so, he got the frigging hair wrong!" Ben's captive was now having his freakout. "And who is that guy that was with Mary-Jane? Let go, dammit!"

"I'll explain if you settle down, so I could tell you one thing at a time. Alright, Peter?" Ben felt a little awkward using that name for someone else, other than his 'little brother', but he wanted to calm the agitated spazzy spider down.

After being called his name, he settled down a little, still freaking out a little, but eyeing his captor like a hawk.

The Blonde man took a deep breath.

"What I'm going to say is going to shock you, but I brought you here so we can go through all the proper tests, and you can go through it yourself." The hero braced himself. This was comparable to having to tell a loved one, that their superhero family member was not just a superhero, but was also killed in the line of duty. He partially thanked himself for not being a leader like Scott Summers or Steve Rogers. "But you are a clone of the original Peter Parker."

At that last line, the room fell dead silent, and all that was heard was a whispering "Liar..." Ben cringed, as he was preparing for the next freak out, and he was also starting to lose patience. Hopefully this one wouldn't turn out like the 'other' living brother Peter and Ben had. "You're lying! I'm not a clone! I'm the real Peter Parker! I'm human! Not some...some... experiment in a petri dish! I'm human!"

This time, Spider-Man wasn't sure if his webbing was going to hold. This was the expected reaction, particularly after Ben's umpteen time he talked down a clone, to tell them the truth.

"You can see for yourself, as you do the tests yourself. You can try all the tests you want. And..." Ben wanted to stress the next part, although he was wanting to tear open a supervillain like Rhino, Venom or even a giant Sentinel. That was always easier than having to tell one of his 'brothers' the truth. "And it doesn't matter if you are a clone or not. You are still human."

And the freak out continued. The hero figured that he would continue when his other self would cool down from stress, although he didn't know how much patience he had left.

The clone was freaking out so much that he didn't fully realize he had started crying. '_And that's brother number 2 having an emotional meltdown in an hour. Not to mention I'm going to have to tell MJ why Peter is freaking out on her. And it's not like I can keep a secret from her. She can read us, and nothing gets past her. Man... One problem at a time Ben. You have your brother here to comfort.'_

"I know it's hard to understand, but I'll be here with you the entire way. I won't touch the equipment, and you can take my genetic samples to compare with yours. You can do all the science stuff. I know you are smart enough to take care of that."

"And how do I know you haven't tampered with it? For all we know this can be a total supervillain clusterfuck of a villain who wants to screw with my mind?" The clone was calming down, more to the fact that he was losing lots of energy in his meltdown.

_'Now that's actually spot on. The bastard's MO is pretty much covered in that sentence. Just... one more bombshell to drop on him, before the meltdown is completely over.'_

Ben got up, and went to pick up a mirror. Now was another hard part to explain. Something he noticed about this clone.

"I'm also going to have you do extra tests, because there was another side-effect to the cloning..." The Spider did not want to drop this one, but it would be noticed after he let his friend go. "The cloner made a few alterations..."

The captive spat out. "What do you mean? Are you trying to play games with me? What's with you having my face, but being Blonde? Did you forget something important?"

Spidey noted the taunt, mixed into the joke; except it got drowned out by the freak out. Sounded like he was going through denial. Great. That's just great. All that Ben needed.

"We will also need to test your testosterone. Not for clone issues, but for another issue." Ben cursed his stalker. And he was having such a good two weeks.

He brought forth the mirror, for his new 'little brother' to look at who he was. This time, the reaction was complete and utter shock.

The clone looked in the mirror presented, and saw a young boy, barely on the cusp of adolescence. Wrapped in the cocoon.

He saw a young, preteen Peter Parker, look back at him, brown hair, brown eyes and everything.


	3. Chapter 2

Ben was keeping his distance. He didn't want to have the young child clone think the tests were fixed. He supplied the material needed, and let the clone go through everything and confirm his own genetics.

This is the third time they went through the blood tests. Ben looked at a desk that was tossed to the other side of the room. The full grown spider understood the tantrums, when every time his clone finished a test, a forlorn aura would overcome the child bodied genetic twin, that just looked smaller every time a test came out negative.

The only test Ben helped with was to confirm hormone levels. He found the young boy to be about 12 years old, almost 13. Right before puberty. Some of the questions the newfound clone asked showed evidence that his memories were mostly intact. Especially about Mary Jane. That stung hard in Ben's heart. '_Damn fucking bastard. Not only do you torment me, but you have to torture a child like this? When I get my grubby hands around your stupid neck...'_

Before Ben could finish his threat, he thought he heard his Villain's voice in his head.

_'But Benjy, some say there's no greater joy than having a child! And he's practically your inner child! You should thank me for the present!'_

The unmasked Spider-man looked around, paranoid as a shiver went up his spine. "Was that him, or was it just my imagination?" he mumbled, as he didn't know which it was. That was Jackal. Sometimes, Ben didn't know if it really was that mad scientist communicating with him, or if it was just him. But Ben was distracted by a flying counter, headed towards a window.

"Uh oh!" With a quick webline, a net caught it before it could go crashing out. He turned back to the young child that smashed another desk in half, backhanded one side to crash into another counter, as he goes to pick up the other and toss it to the opposite side of the room, as the boy clenches his fists and slams them into the ground shaking everything in the room, and slams them again as the floor starts to crack under both fists, only for him to slam both fists a third time, only a little more halfheartedly.

"Damn! Damn damn damn! Stupid tests, stupid clones! I'm human! I'm human... Aren't I?" As sobbing began to permeate the laboratory.

The adult spider couldn't help but expect this. The equipment can be replaced. But this child, this smaller version of himself, was another story.

"You are human. Let's go home. Get some warm soup and you can get some rest." Putting his mask on, and putting the mask on his newfound brother, Spider-man opened the window.

They both webbed off, to let the stress be blown out, in the Manhattan air, the way the spiders knew helped them relax.

Ben had finally gotten the little spider to get to bed, after a nice change into one of Ben's extra tshirts, and a bowl of warm soup.

But now that he finished with that hurdle, for now, he had another matter he was dreading. Someone else that he would need to reassure. Most specifically, his other brother.

Ben jumped as the phone rang. '_Speak of the devil... Or knowing my luck, it's the devil's wife I need to watch out for... Please be Peter... Please be Peter...'_

He picked up the phone, dreading it. "Hi, Pete?" He answered, his last moments in prayer.

"Close. What's going on? Are you okay?" Ben cursed his luck. He knew that voice, and the tone of it that was quite icy. MJ. Peter's wife, and his 'sister-in-law'. He knew she would give the 50 questions that he was dreading. Part of him just wanted to drop on the couch, with a convenient excuse, just to avoid the situation he was currently in.

Peter's freakout was certainly something. The clone sleeping in Ben's bed's freakout was another something. Now he had to deal with a certain redhead grilling him like a quarter pounder burger... which sounded pretty tasty just about now.

"Benjamin! Did you hear me?" Ben awoke from his reverie, as MJ's demanding voice broke the silence.

"Yeah Mary Jane. I'm here. How's Peter?" It may have been a subconscious effort to divert the conversation, but he was a little worried, and didn't want to answer any more than he wanted to.

"He's alright. I cooled him down. He's drinking hot chocolate in his Binky the clown mug. Now what's this about a clone?"

The blonde was trying to think of a way to close down the call as fast as he can, but he did have to tell the truth about it.

"Well, he's here, and asleep. I've given him some soup and he's resting. I'll deal with it when we wake up, and take things from there."

"Is he crazy like Kaine?"

Ben cringed at that question. He understood his 'long lost brother' 's insanities in a way, but MJ was never fond of him. She was being curt and to the point, trying to avoid Ben's habits. Which reminded him, he still needed to visit Kaine this week.

"No, I tested things out, he's a perfect clone. Just with a 'small' issue. MJ, it's been stressful. I need some rest."

"I still have a few questions, buster. I don't like to see Peter get this way, nor do I like to see you shutting down like this. And what do you mean, by a 'small issue'? Is he a perfect clone or not?"

"Um... yeah... Kind of..." Ben scratched his head sheepishly, wondering how to explain this convoluted issue to her, without getting too much into detail.

"What do you mean? And was it him I was feeling watching over me this past week?"

"Well, yeah. It was him. You don't have to worry about him. I'll take care of him." Ben then forced a yawn. "I'm bushed. Too much happened. I'm off to bed."

"Benjamin Reilly. Answer the damn question."

The man considered himself lucky he was not there in person. He could tell by her voice that the look in her eye would make most supervillains quiver. Even Wolverine was known to back off when she got this annoyed and upset.

"Well... He was artificially aged... to... well... a preteen... he's sleeping, and..."

"What?" The shock that was heard on the phone was followed by some words that would make even a devil blush, particularly since she was cursing a certain geneticist stalker. Ben overheard Peter trying to calm her down, as there was also crying in the background, as another certain child was crying due to her sleep patterns being disturbed.

Ben sighed as he was going to consider this a good time to hang up, when he went into his bedroom to check on his 'brother'.

"Oh crap!" Ben shouted out loud.

"What is it?"

"Nothing... just... I'll go look for my new little brother... oh boy..." Ben was starting to panic. He walked in on an empty bed, a missing spider costume and a discarded adult T-shirt.

The young clone was missing.

"He ran off!" Mary Jane stated dumbfounded. There was a rather loud echo in the background, as Peter started to freak out a bit.

Ben was busy mumbling about where he could find him. "He could be anywhere in Manhattan by now. With the speed we go swinging around, that's... oh no.. what if he gets lost and..."

This time Ben was cut off by a more calm Mary Jane. Still annoyed, but calm, as she was calming the two Peters, and a baby. "Calm down. He's your clone. He's a part of you... Where would you go if you were in a situation like this?"

"That's easy..." Ben heard Peter start.

"... I'd want to go and be with... oh no..." Ben was shocked, as realization dawned on him where the boy would run to. Any traumatized boy, would want to go running to the mother in their life.

"You did tell him about her, didn't you?" Mary Jane asked.

The clear night air was wonderful and relaxing. Almost eerily so for the young spider swinging across Queens, in the familiar territory that felt like home.

Crossing the Queensboro Bridge wasn't much of a problem for a skilled webhead, but the child was feeling a little homesick for a certain Aunt. He snuck away since he was tossing and turning, and noticed Ben on the phone, eventually revealed to be MJ. Part of him was not excited to meet up with the fiery redhead with all her love and compassion. Her kind touch...

How can he face her, not just as a clone, but in the body of a child? The clone was ashamed of his current situation. But there was one person who wouldn't judge him, no matter what, even outside of Mary Jane.

So he ditched the apartment to go find his 'mother'... Aunt May.

_'Face it Pe... You clone... you didn't ditch. You just ran away. Man... such an idiot...'_

Being a few blocks away from the familiar residential district he once called home... or what the real Peter Parker called home, the clone reminded himself; the boy sighed as he went to leave a certain area, he couldn't help but hear a scream coming from one of the alleyways.

_'What's going on? I should just... but wait...' _

The boy, turning right around, went into the top of the alleyway, to find what looked like a group of thugs surrounding a young woman, and a beaten and battered young man. Two of the thugs looked like they were counting money in a wallet.

As if by instinct, the boy observed the surroundings, and noticed the dumpster, the fenced off area, and the opening. Not to mention a number of trash cans and garbage bags.

_'And no one is around. As expected. I should just ditch. What difference can a cheap test tube petri dish like me make?'_

The boy considered webbing off, but as he looked down, he noticed the woman pleading and begging for humanity from her and her boyfriend's attackers.

But the clone then remembered something else that was important to every fiber of his being. With great power, there must also come great responsibility.

Although part of him felt he shouldn't interfere, part of him knew he couldn't just leave these two to their fates. What would Aunt May say if she knew about him abandoning these people in need?

Releasing himself from his adhesion on the wall, he took a deep breath and decided to open up with a line.

"How can you people do this..." The boy commented as he smacked two of the 8 goons with his landing, knocking them unconscious.

The other 6 thugs turned to look worried, and fearful, then as they realized that it wasn't who they thought it was, they were angry. One started to swing a chain over his head.

"Hey, this isn't the webhead! It's just some brat in a spider-man costume!"

"Try to scare us, now, huh kid?"

"Why don'tcha go run back to Mommy to get yer diapers changed?"

The gang was looking intimidating. Nothing really scary to a certain Mini-Spider, but that wasn't a reaction he was mentally used to.

"This woman is begging for you to stop hurting him, and to let them go! You got the money! So why?" The boy questioned, bitterly.

"Because we didn't like his attitude, punk! And we ain't liking your 'tude either! So get ready for a spanking, junior!" As the first guy ran to take down the kid.

"His attitude? His attitude?" avoiding a punch with the buzz of the spider sense, followed by another punch, getting his opponent off balance, the clone thwiped his attacker's right leg, and went to finish the webline by tossing it towards the wall in back of his attacker, tripping the brute, in a way that he would land into the small wallcrawler's fist, knocking him back and unconscious. "How can you call yourself a man, and excuse mugging a helpless man and woman like this..."

Turning to the other five, they started to get their weapons ready.

"Come on... let's take the kid all at once... he's just one preschool punk after all..." The leader of the pack commented as they approached their target. The two original victims of the attack were forgotten by all but the little spider-man, as the woman scrambled a cell phone out of her purse, obviously calling the cops.

The little boy couldn't help but scowl under his mask. Just one preschool punk, eh? Famous last words...

After the slight detour, the little Spider was on his way back to the good old neighbourhood, feeling a little less stressed. And quite oddly, rejuvenated. For some odd reason, slamming his fists into a bunch of no good bullies felt good to the little guy.

He was a few houses away from Aunt May's home, when he swung in quietly, observing naturally if there would be anyone that would notice. As he instinctively knew where to head, without getting caught.

_'Swing by this tree, and no more webs. Careful of the house 3 doors down, there is one spot on the roof that creaks. Careful not to alert the yappy chihuahua a few doors down. Oh wait...'_

The boy realized time has passed, so the annoying yapping may not occur... oh well.

Landing on the roof of his old home... '_No, the original's home... These aren't my memories... But I want to see Aunt May.'_

Taking a deep breath of familiar air, he looked at the surroundings, covered in memories. The back yard, of memories playing catch with Uncle Ben. And after a good Clint Eastwood movie, there would be a showdowns at noon.

Not to mention the tasty barbeques in the summer. With Uncle Ben, it was usually the little things that felt warm.

The Front yard, with a reluctant Aunt May that didn't want to let him go on his first day of school, to him coming home with a bruise from when Flash first bullied him... To that tree... oh yes... that tree where the neighbourhood friend coaxed him... errr... the original... Why refer to these memories as his?

Anyways... That tree the original was coaxed into climbing by another boy, and they broke his arm. Aunt May really freaked out. She was really hard on that kid.

Even though Peter was initially such a major klutz. At least Uncle Ben was willing to cut that boy some slack... Even if he was upset himself. Both of them would try to downplay it.

A warm feeling fell into the boy's stomach. '_But she was being a mother, worried for the wellbeing of her son. God, I just want her to hold me and say everything's going to be all right...'_

He jumped as he heard knocking at the door. At this time of night? How unusual. Crawling over to the front, looking down, from a dark area of the roof, he saw a few of the neighbourhood ladies, who arrived in their car.

_'Guess it's Cribbage or Canasta night at Aunt May's. She must be pretty lonely with Peter moved out.'_

But he was a little surprised when he noticed who answered the door.

A familiar elderly woman, answered, and greeted the ladies. '_Aunt Anna? What is she... Well, I guess it makes sense that she would move in with Aunt May.'_

"Well hello, Janice. Rose. And Mabel. So glad you can make it. It may just be once a week sometimes, but it gets quite silent at times. How are you all?"

_'Aunt Anna. The second sorta-second mother I... Peter never had. Always good to us. Whenever something happened, she was always there for us. Even on that evening, she was helping Aunt May and I... I mean Peter. Gotta remember. That's not me. I don't deserve to be called Peter.' _

With greetings out of the way, the ladies went inside. The spider on the roof would open one of the windows quietly, a window he had a habit of sneaking in quietly, as he stuck to the ceiling of the house, reaching the stairs, overhearing the ladies gossip. And from the sound of things, the playing cards were taken out. No sound of wood, so most likely Canasta.

Wait... Sure Canasta can be played at 5 players with additional decks of cards... but doesn't it make more sense to play teams with 4 players? Unless Aunt May was out for a while, and Anna was house-sitting, it wouldn't make much sense.

He overheard one hand played with lots of laughter. Warm times, concocting webbing, while hearing Aunt May, Aunt Anna and others laugh over a game of cards. Although, during this second hand, something came up.

"You know Anna, we are a little worried about you. Are you sure you aren't lonely?" Janice asked.

"Sometimes, but I'm perfectly happy here. Mary Jane often visits. I'm so proud of her." It sure sounded like a proud mother type to say. And one could tell she loved her niece.

_'Oh, Mary Jane. Vivid red hair, as bright as her passion... What would she want with a cheap photocopy like me...'_

"Surely there are safer places than Queens for a lady of your situation... We've all moved to surrounding areas. It's much more secure, than to risk running into hooligans, like this Spider-man..."

_'Is this what old ladies gossip about? Man... it's no wonder children tend to get distracted when grannies chit chat like that...'_

"I'm sure there are safer places. And yes, both Mary Jane and Peter tried to talk me into going to the countryside. But I told them that I wasn't changing my mind on that matter. And I've got a pure Canasta. Pay attention ladies, I'm going to win if you keep on like this!" Anna responded.

_'Aunt Anna, the Canasta Champ. Even Uncle Ben would have a hard time figuring out how she did it.'_

The clone couldn't help but smile. But only for a minute.

"But after May passed, you're all alone, with all these ghosts... We think it might overwhelm you. You've got to move on."

That last thing, the clone made a double take.

_'What? Aunt May? Passed? As in... what...'_

Another bombshell that took the air out of his lungs. He nearly crashed to the ground, losing his grip due to the shock. He almost missed Aunt Anna's reply.

"Ghosts and memories, maybe... But I'm happy here. Ben may be gone, and May may have joined him almost a year ago, happily. But I'm not moving. I've decided my place in the world. And I may be here with these ghosts. But these ghosts are my family, and it is peaceful." With a few flips of cards, "And I'm out! Eat it, ladies!"

The clone was unable to stay there. He vanished like a puff of smoke, directionless, out the window and into the night, almost unable to see where he went, or even what was around him.

"YOU DIDN'T TELL HIM! Of all the immature, irresponsible, STUPID things you can do, you didn't tell him?" Peter, donned in his traditional blue and red outfit, was swinging with his 'older brother', berating him, and having another freak out.

"Well, sorry, I was busy trying to calm him, and you down, not to mention, MJ's 50 questions... I was a little busy with other pressing matters, than to drop everything for that matter." Ben retorted, rather impatiently.

"But this is Aunt May we are talking about! What were you thinking?" The snapping jibe was getting to Ben. Not to mention, he was rather worried.

"I was thinking that there were a few more pressing matters to worry about, before getting to Aunt May."

"How can anything be more important than Aunt May?"

"Well, I was kinda busy..." Ben was interrupted with flashing sirens of an ambulance heading in a particular direction in Queens. The spiders looked at each other and followed the ambulance. "Well, I guess we can bet what's at the end of this yellow brick road."

"Don't divert from the topic. How can you be so busy, not to recall Aunt May?" Rather than a question, it sounded like a demand for an explanation.

"I was too busy telling him he was a clone, that he was 12 years old, and that he is unable to get together with Mary Jane, and I was going to wait a few days to let all that sink in, particularly after he did all the tests, 3 times on his own!" Ben shot back, about to let himself freak out, for the first time that evening.

"And how do you know they aren't messed up by..."

"Peter, he's dead now. At least hold some respect to him. He saved my life. And do you think I wouldn't be able to tell if something was faked as far as science goes?"

"But you could have missed something..." Peter seemed to fall into his insecurities, and Ben was trying to be patient through his concern.

"Do you have so little faith in your scientific expertize that you wouldn't be able to figure a lot of those details out on your own? I had him take them out, clean them up, and do all the experiments on his own. All I did was measure his hormone levels to determine his age. That's all."

Peter was about to retort, when they found a crime alley with 8 thugs all beaten up, a woman being questioned, as Paramedics came out to help the young man, and a couple of the thugs in handcuffs. Not to mention a couple of cops trying to cut through the web net that held 2 more members.

"Well, this looks like a familiar calling card. I think he's been past this way." Ben commented.

"Gee, ya think?" The cold sarcasm made the blond just sigh, exasperated. Every time a clone would pop up, Peter would get defensive, scared, frightened and insecure. Not that Ben can blame him.

The two mentally calculate the distance. Ben cursed inwardly, and hope that the young clone didn't over hear anything compromising. And then he mentally smacked himself.

_'Bad Ben! No! Bad! You don't tempt fate! This is one of those 'how can things get any worse' or 'that was pretty easy' questions! Bad Ben!'_

Arriving at Aunt Anna's house, Ben and Peter looked around in their preferred spots to spy on the home to sneak in. Ben spoke first.

"He's not here. And my guess, he must have learned about her."

"Well, if someone told him..."

"Shut up Peter. Go in civvies, and go talk to Aunt Anna. Ask her about how her evening was, and the conversation that happened." Ben has lost patience. He didn't want to truly talk to Peter tonight. Sensing his impatience, and his glare under his mask, Peter listened to his brother, with a gripe, and slipped down.

Putting on some day clothes, he went to knock on the door, for Ben to overhear Anna's cheerful surprise at her nephew-in-law showing up and invited himself.

Ben himself went to search the window Going inside and sneaking around, he observed the area, and noticed that the room had some elements of a scramble. Like someone stepped on the bed, without considering the surroundings, and covering their tracks. And judging by the silence, and the open window, they probably just missed their little friend.

Having investigated the area, he put the guest bed back in an inconspicuous position, left through the window, and closed it, crawling and hopping over to the tree. After a few minutes, Peter reappeared with Anna seeing him off, and after a greeting to the other ladies, Peter walked off to the tree, climbed and spoke to him.

"It was Canasta night tonight. Although Aunt Anna didn't understand the question, Janice and Rose asked me to insist to Anna she should move out, and find a better place to live." Peter responded a little coldly, but a lot more calmly.

_'Maybe he should stick around for a hand... Peter can use some grounding time. Just a few minutes with Aunt Anna and he's a lot more tolerable. But if they talked about that... and judging by the frantic exit...'_

"He overheard about Aunt May. Judging by the conversation topic, and the way the room and window were left, he snuck in, and went off swinging in an aimless direction out of sheer shock. I doubt he can find his way back." the blonde stated like a detective.

"Well then Sherlock. I guess that means..."

"You finish that sentence... We need to find this 12 year old orphaned boy, in shock wandering around one of the most dangerous cities in the world, with who knows how many villains around that could take advantage of him, in a directionless state, that it's even doubtful that his spider sense might react in time for danger with how despondent he could be." The man in the spider suit commented, remembering his own dark night five and a half years ago.

Peter finished removing his shirt and pants, to reveal his old traditional costume, Peter scrunched his nose.

"I don't like this."

"Well, do you want to explain to Mary Jane why you would abandon this child in such a situation?"

After a groan, and through gritted teeth, Peter finally let out a defeated sigh. "Fine. So any ideas?"

"Yeah, I've got an idea. But just in case, I want you to check in on every gargoyle we have a habit of going to. Bruce, Clark... Even Diana." Ben started.

"But why should I stick to plan B?"

"Do you really want to face him?" Ben asked, knowing the answer.

"Fine. The gargoyles it is. Send a text if you find him." Peter stated bitterly as he swung off.

Ben launched his own webline, as he swung off.

_'Okay. I know there's one place that really helps me clear my mind. The place where all this started. The place Peter and I nearly killed each other, and where he tried to cremate me. The old factory chimney. Please be right.' _

* * *

><p><p>

After so much time, webswinging aimlessly, without thinking, the smaller webcrawler found himself on top of a chimney, thinking of what he heard.

_'Aunt May... Dead? No... it can't be! This is just some twisted joke that faker pulled together! Some Vulture and Mysterio Sinister Six plot! Never thought they'd stoop so low! Bastards!'_

Pulling his mask off, as it was hard to see through the tear stains in the mask, the boy looked down into the circular chimney. He then let out an inhuman wail, and a shout.

"Why! Oh God... Why! Why play this twisted joke! Is this really what you want?" Crouching down. And letting out a howl of despair, he then let out one last plea. "Give me a sign that I shouldn't just jump down there and let whatever take me..."

Barely hearing anything around him, he suddenly hears someone speak up.

"Because you have your entire life ahead of you." Looking at him was this... this person who would dare intrude on his life, as if he understood...

The young clone, amidst his tears threw himself in a fit of rage at this person who dared feign kindness.

"You! How could you! Lie about Aunt May!" Not really fighting like the pro hero he was, or thought he was, he just wailed like a berzerker.

"I didn't lie! I was waiting before I was going to tell. Honest!" The target of the attack was avoiding the wild fists flying around trying to hit, like a flailing child that was panicking.

"Did you enjoy this? Were the tests really honest? Answer me, dammit!"

Ben was trying to calm the child down. But unfortunately, the young clone had far too many things running around in his head to really make sense of it. Although he was pushing all responsibility onto someone else, according to Aunt May, Seward Trainer and Mary Jane, this was a stage of grief. Ben had seen this with a lot of the clones.

But Ben didn't just see a clone. The unmasked young boy, swinging his fists, a tear and mucus stained face, and screaming questions were just as much thrown at himself, as they were thrown at Ben.

As they practised their dance atop the tall factory chimney, Ben dodged a series of fists, that threw his younger self off balance as the boy lost his grip and fell inside.

"No! Shoot a webline! Quick!" Ben shouted.

The boy fell into the pitch blackness inside, and formed the sign of his left hand, to shoot a line, but after a second, he just heard a 'pssht" instead of the familiar 'thwip'.

_'Crap! Good thing I have the other...'_ he then tried with the right hand, and as the webbing started to form, it looked like it was going to get caught on the side of the chimney, it stopped with the same empty sound.

A panicked look formed on the boy. '_No! I don't want to die! NO!'_

Closing his eyes, and expecting a hard slam, or something to poke him hard in the back once he reached the bottom, he didn't expect a warm spot to appear and gravity to slow down. This warmth started to hold him, and it felt like a familiar swinging sensation took over.

"You okay, Little Spider? That was quite a close call."

Opening his eyes, the boy noticed he was being held by Spider-man, who had one arm aimed upwards, and had caught him. Trying to grasp what just happened, he noticed that his older self swung onto the side of the inside chimney, and started to crawl up, holding the younger one protectively.

"Th... thanks... but.. but.. why?"

"Because with great power there must also come great responsibility. You are my clone. Therefore, you are my responsibility." Ben responded.

"But why did you lie about Aunt May?" The boy's tone was accusatory.

"I never did lie. I may have been wrong, but you were dropped not one heavy bombshell, but 3 of them, in one day. I wanted to wait a little bit before telling you about her. And I didn't want you to figure out about her in this way. I'm sorry about that."

"So Aunt May... dead?" The realization was starting to hit him.

Ben finally reached the top, and set him down to sit, then Ben sat next to him, removing his mask. Taking out a cell phone, he then typed a message, and after a reply or two, Ben sighed.

"Yeah. She's gone. It was quite a shock. A lot happened."

"So what was it? Shocker? Doc Ock? Kingpin?"

"Cancer." Was all the grown wallcrawler replied. After an awkward moment of silence, a reply was heard, weakly.

"After all the near death adventures, cancer was what got to her?"

"Yup."

"Do you miss her?" The boy asked. It sounded like such a weak, childish whine, through the whimper.

"Every day of my life."

"So that's something else you get over me." Oh great, Ben thought. More self-pity. Well, at least this clone had some legitimacy to his complaining.

"What do I get over you?"

"You got to say good bye to her." The boy was sounding bitter. At this point, it sounded like he was trying to find any other bad excuse to be bitter about.

_'How did Seward ever handle me, when I got this bad.'_

"Actually, I didn't. I was on the roof crying, in costume." The clone got up and looked offended.

"What? Too scared to face her? How could you? In her last moments..." Ben snapped back this time. This was one of the sore spots.

"I thought I was the clone at the time! I didn't think I deserved her!" the blond man replied. "Plus, the other guy chased me away. We weren't exactly friendly at the time."

"Wait... That other guy in the spider tights?" Ben nodded. The boy seethed with anger. "You mean he took away your last moments? How cruel... what would..."

"It wasn't easy. The clone issue is always a hard thing. Although I think if Aunt May knew about the clone thing, she wouldn't have wanted us to fight and argue. Besides. She wouldn't want her death to cause such hate between us."

"But he..."

"It's my problem... Besides. I'm not angry at Peter for that."

"So he messes up Aunt May's last few moments, and he steals the name AND the life?" The boy was now freaking out... Again. Ben mentally groaned... again. "And you aren't angry?"

"I had to forgive him eventually. And to be honest, I left New York for close to 5 years. Things happened. I wasn't the same man that left everything behind. I thought I was the clone, and left him the life. Then when we resolved the issues, and he offered me the life, I told him to keep it." The next part, Ben added a little bit of humour. "I know, I know, not my smartest move... But MJ wasn't going to marry me. She chose him. And for all the right reasons."

Ben noticed the stubborn face of the boy. There was no convincing him. At least not yet.

"I'll bring you to visit her in a few days. I'll have you stay with me. I don't want to leave any of my brothers alone anymore. I know what that's like, and none of you guys deserve it. Or the crap thrown your way."

"So why save me? You'd have less trouble without me around."

"First off, what is it that uncle Ben used to always say? With Great Power..."

"There must also come Great Bitches?" The boy replied with a halfhearted joke.

"That too. But I meant to say 'there must also come Great Responsibility.' I couldn't just let you die. I wouldn't be able to live with myself if I couldn't save another one of us."

The boy nodded. Then the adult Spider then sighed.

"And secondly, look on the bright side. You are breathing, you can smell, you can taste, you can swing around Manhattan with all the best views of the city. And at least, as a child, this gives you time to figure out who you are."

"Yeesh. And I thought Captain America was such a cheesy sap. Way to lay it on thick." The boy was flustered for a second. Then came the awkward question. "Am I really human?"

Ben didn't hesitate to answer.

"Of course you are. It doesn't matter how you are born. Whether it be a test tube or a womb, you are human, and don't let some freakshow tell you otherwise." Ben stated with conviction.

"Now that sounds pretty boyscout-ish. What now, Captain Corny?"

"Well, it's a couple hours from sunrise, lets say we get home. Climb on my back. I'll swing ya home." Ben kneeled down, ready for a piggy back.

"Umm... all you need is..." The clone stepped back, but nearly stumbled into the emptiness again.

"You aren't just out of webbing, but also exhausted beyond belief. Besides here's your mask. You shouldn't drop it in a fight." The man teased as he handed the boy the missing part of the costume, as he put his own mask on.

The boy didn't argue, and gladly put on his costume to hide the blush on his face for his forgetfulness of the most basic of things that seemed second nature to him. Taking a sigh, he decided not to argue as he did feel the weight above his eyes, and the crying and screaming didn't help his energy levels. So he climbed onto his older self's back, whom launched a webline, and kicked off, as they swung.

The boy let out a woohoo, as he closed his eyes, feeling the wind, and the rush of the swinging, taking a breath, into the comfortable darkness of sleep.


	4. Chapter 3

"_She Taught us Love." How fitting. It suits her. _

The boy was looking at the graves of Aunt May and Uncle Ben. Still a little unsure of things, he was plenty calmer, and a lot more co-operable.

Now wearing some of Peter's old clothes, he wasn't sure if he wanted to talk to Aunt May, or Uncle Ben. These past few days, the clone was acclimating to his status. Although he was still bitter and sometimes moping, he was nowhere near as low as he was a few days ago.

Although once or twice he overheard Ben talking with Mary Jane over the phone, and even if she was the one who managed to get the clothes from Aunt Anna, the clone had little interest in meeting with her. Not to mention the Peter Parker that she married. From the sounds of it, the thought of meeting for lunch was not a very welcome thought in the heart of both of them. Regardless of what his not-yet-legal guardian wanted.

Ben had told him to give Peter a chance. That Peter had his good points. But from the sounds of it, the clone figured that Mary Jane's husband was rather against the idea of bonding with him. And was rather vocal about it.

Mary Jane Watson-Parker was another story. She wanted to meet him, and talk with him. The young clone didn't know what to make of her. She was rather insistent on helping out. But he was sure she didn't appreciate Ben hanging up on her the one time, earlier that day.

_'Sure MJ wants to be nice and kind... But how am I supposed to react... Especially since I'm physically 12 and remember...' _The boy thought about some of his more "vivid" memories of Peter and Mary Jane, getting intimate. A shiver went up his spine. '_Man... That's awkward. And embarrassing.' _

"So how are you holding up?" The clone turned to his genetic match. Ben was standing there, and brought him to the cemetery to visit Aunt May and Uncle Ben's graves.

The clone had to admit, Ben really didn't look like the Peter that he remembered in the mirror in his memories. He looked a few years older. Or should he say a few years more mature? And he did have to admit, that Peter should have probably been a natural blonde. Not to mention, Ben dressed a lot more casually. So far, the boy found it hard to imagine him as the same person as Peter Parker. _'He wasn't kidding when he said 4 and a half years changed him.' _

"Eh. Just don't know what to say. Although it does feel better having warm food in my belly, rather than raiding garbage cans and whatnot for a week. Speaking of which..."

The older man sighed, and then started to walk off. "All right. I read ya. You want food. Man, you are a bottomless pit. Just wait till you hit puberty. Then we will really have to worry about you eating me out of house and home."

"Oh shut up." The boy barked back as he started to follow, when he noticed something.

A third grave, that seemed to follow the theme of love of the other two. One he hadn't noticed before.

_''He brought us love'? Why is this grave matching Aunt May and Uncle Ben's grave?' _Looking at the date, it matched about five months earlier.

Then he looked at the name.

"Seward Trainer..." The clone felt something about that name. He wasn't sure what. Something inside him felt angry, and tense. And another part of him didn't fully understand why.

"Hey. Little P. Something wrong?" Turning his attention over to his 'brother', the clone put up a weak smile, and tried to downplay the turmoil.

"Nah. Just overthinking things. So where to? That ice cream parlour near the high school?" The clone tried to change the topic.

"Nope... that place closed down years ago. Unfortunate, but it happens. I know this one place that does have good crepes though... That should satisfy your monster appetite." The Blond was much more open about teasing. It did help cool the boy down a little, even when he would retort back.

"What Monster appetite? I'm a growing..." Before the boy could reply, sirens were heard passing by, on the other side of the fence. Ben's reaction was immediate.

"Sorry I've... I mean, I'll take care of it." The man who was already removing his extra clothes to reveal his costume underneath, was about to tell a lie to run off, but recovered. "Stay here. It's dangerous."

With a webline, Spider-Man was gone.

"Geez. Thanks for the vote of confidence. Yeah, sure. Stay here and iron your jacket, on what? The bench?" The boy was sarcastically speaking to himself. He then mocked the adult. "Stay here. It's dangerous, even though you have the enhanced reflexes of a spider. Yeah right."

Looking back at the graves, and pulling out of a backpack that was brought along, he grinned. _'Like you said Uncle Ben. I've got power, and I've got responsibility. The bitches can come later.' _

Removing his clothes to show his costume underneath, he took out his mask. He looked a little hesitant.

"Something about this mask and costume does feel a little off and weird. Like it's someone else." After a second, he put the mask on. "Meh. I'll go design costumes later. I'm not going to let some old man hog all the fun." The boy stated as he stuffed the extra laundry in the bag, and webbed off, after his only friend so far.

Having followed the police cruisers, Ben landed on a neighbouring building, looking at the surrounded building.

_'First National Bank. How cliche.'_

Sneaking in, the Spider kept to the shadows to look at the scene. A number of hostages near the wall, a few employees behind the desk, one of them filling a bag at gun point.

The number of robbers was close to about 10. 3 holding guns at the hostages, probably 2 or 3 more in an escape vehicle, according to the detective work of the certain wall crawler. No problem. Routine bank robbery.

Sticking to an upper corner away from the hostages, Ben launched some stingers at the three that were near the hostages. All three fell to the ground, their muscles relaxed. As expected, the other 7 turned to the three that just fell to the ground.

Launching a few webs to capture a few guns of a few of the thugs, and pulled them gently out of their hands. Spider-Man did not want to yank their arms off. He just wanted the guns. With the webs, the bug eyed panicked look of the poor shmucks that recognized what hero had interfered.

"Good day, folks. This is the fashion police, and I'll have to ticket you on grounds of sinful cliche crime of olde style criminals that are fashion disasters!" Two more of the thugs started shooting, letting Spider-Man perform his dancing in the wind. "let's face it... The ski masks have got to go! They are so 1960s! Get with the times!"

The victims of the spider's assault didn't get the time to reply to the spider's comment. They were too busy falling to the floor.

One of the guys near the tellers had a terrified look on his face and tried to reach and grab the teller, as she tried to jump away, and grabbed her by the wrist, and aimed the gun at her, despite the glass being there.

"Freeze webhead... or the dame gets it!" But before the taunt could continue, he got hit across the face by a fist.

"Dame? A dame you say? Who says 'dame' nowadays? Seems like you may have been knocked further than a week since Captain America punched you, all the way back in 1942."

Ben looked over finding himself unable to smother a small grin. He saw his clone that came by. Sure he could have weblined quickly to save the teller, but there was one little detail the mook was forgetting.

"And besides. That glass is bullet proof. Must have been the Flagman's fist that hit you too hard. Although you aren't the only one to get that sentiment." The mini-spider commented.

"There's another one?" One of the thugs shouted.

"Who cares, let's just shoot them!"

With the combination of reflexes and spider sense, both spiders danced around.

"I thought I told you to stay back there where it was safe?"

"Does Jade ever listen to Jackie?"

Ben was wondering where the mini spider got the time to watch a cartoon series from a more recent time. He made a mental note to ask him later.

Ben webbed a net that caught another two to the wall, and the younger hero somersaulted over to the second last criminal, and socked him one with his fist.

"Awww man! Did you see what this guy did?"

"I sure did, Little Spider."

"He hit my fist with his face!"

"That is evil."

"There goes the hand modelling gig." The two spiders were quipping, as the last one ran out the emergency exit.

As he dashed outside, he fiddled with the keys and nearly dropped them as he tried to unlock the car door, and was trembling like a leaf. Finally getting the door opened, he closed the door and jumped as he heard a creak outside. Starting the car, and setting the car into drive, he pressed on the gas, but didn't expect to practically whiplash as the car jerked forward, but didn't move. He opened the door only to see the front wheels were webbed down.

"Whoops! Did I do that? I should learn not to leave my webbing all over the place." The sing song boyish voice that was on the verge of giggling like a hysterical hyena made the grown man squeal at a higher pitch than the child.

He then tried to dash out of the car, but as he tried to manipulate his body weight to get up, he found himself glued to his seat. Looking down, he noticed some webbing underneath him.

The criminal heard some heavy footsteps headed his way, and turned to look in the direction. A woman shouted "Block the alleyway! I don't want emergency exits to be open!"

Coming around the corner was a small group of 4 cops; one of them being an African-American woman wearing purple, her hair in a bun. "Well, look what we have here. Quite the generous donation."

One cop looked at the wheels, grinning a little. The crook turned to look in the direction of his hunters, only to find them vanished in the wind.

"You have the right to remain silent..." The one cop who tried to pull him out of the car let out a grunt, but didn't notice the webbing until the last moment.

The woman approached the man in the vehicle and took his arms and put them behind him, cuffing him, amused at the gift one of her favourite heroes left her.

Ben shifted uncomfortably in his living room seat. In front of him sat his most formidable foe yet. More dangerous than Venom. More lethal than Carnage. Craftier than Lady Octopus. Has more resources than the Kingpin. And more intimidating than even Kaine.

Mary-Jane Watson-Parker was sitting on his couch, giving the grown man a withering look. For a moment, Ben thought his spider sense would go off, just with the look in her eyes. Short of almost nothing would scare the wall crawler even more than this.

"So something came up and you had to hang up on me, right Benjamin?" She asked, with more cold than Bobby Drake can muster.

"Well, we were heading out to visit Aunt May and Uncle Ben..." The man managed to stammer out before being cut off.

"That's fine, but I've been worried about you two since this entire fiasco started. And there's no weaselling out of this one... Not even if the entire city came under attack, would I let you off the hook! Now where is your younger brother?" The impassioned red head questioned.

_'Maybe if I ever have to do good cop/bad cop with villains, I should have MJ play bad cop... I mean, Yikes!' _Was the thought that passed through Ben's head.

The young clone was in the bedroom. To no one's knowledge, he actually webbed the door shut. He was also trying to read a book on genetics. Ben didn't want him to read it, but the boy couldn't help it. He then heard Ben come to his defence.

"Well, MJ, he's feeling a little awkward, so I'm letting him figure things out, so he can be ready to talk when he's ready."

"Well, I know all about being awkward at that age. We can probably help him a lot more, by giving him a much more stable environment. Playing hero in this city isn't exactly stable living. And we can afford another mouth to feed, Ben." Mary Jane told the wall crawler.

"It'll be stable all right. Until Warren's new toy steps through the door." Peter commented. This raised the room temperature quite a bit as Peter's comment not only had Ben giving him a look that said _"Come on bro... Help me out." _, but Mary Jane giving him a death glare that told him _"Really? Haven't we been over this, Peter?"_

Turning her look back to her brother-in-law, she continued. "He needs at least one maternal figure, but if there's anyone who is a rock to you spiders, it's going to be this redhead."

"You were more than a rock last night..." Peter commented, which Mary Jane ignored.

"Sorry MJ... But he needs his space to figure himself out." Ben started but got cut off with another sarcastic comment from a certain insecure husband.

"Yeah, figure out how to slaughter us and torment us"

Ignoring the self pitying whining, the two adults continued to debate.

"Part of him still sees you as Peter does, and he needs to come to terms with that..."

Mary Jane thought about that comment. Then she spoke up, in a sarcastic tone. "So instead of confronting the problem, you want him to run away from his problems."

"Well, she got you there, Benjy." Peter commented in a joking manner.

"Shut up Peter." Peter withered at the look his wife gave him, as she told him to shut up. Ben was giving him a tired look.

"If you are concerned with a woman in his life, Maybe I can ask Aunt Anna for help on the matter." Ben answered her concern

"Well what's wrong with me? I've been in love with you guys since I was 13 years old. I know you guys inside and out." Mary Jane defended herself.

Ben was going to reply, but then heard a sound from the bedroom.

"Sorry MJ. I've got to go. The Little Spider just ditched through the window. I'll attend to that."

"All right Ben. But we aren't done talking about this. When you are done with him running off, call me." Mary Jane relented. She turned to Peter. "As for you, Peter, we are going to talk about things when we get home. Got it?"

Peter grumbled as he tried to defend himself, futilely from his fiery wife.

Ditching the apartment, the fresh air filled with pollutants of New York City was heavenly to the young Spider.

"Now this is what I need. Not to overhear what sounds like a custody battle." After a second, he corrected himself. "Scratch that. It was a custody battle." _'And let's not talk about that other clone married to her. Yeesh. What a douchemonkey.' _

After travelling for a couple of minutes he set down in Times Square to just take in the sights, when he heard someone behind him speak up.

"Needed some fresh air?" the boy jumped as he turned to look at the updated spider costume.

"Geez. Warn a guy next time." Taking a deep breath, the boy responded. "Yeah. That was getting a little out of hand."

"Yeah. I don't blame you for webbing the door shut."

"Well, I'm not ready to talk to her. Even if I did stalk her for a full week." A light then clicked as the boy asked a question regarding Ben's last comment. "How did you know I webbed the door shut?"

"You just told me." Ben let his detective instinct get the better of him.

"Oh." The youthful hero mentally kicked himself. "I really will have to learn how you do that."

"It's mostly experience that will get you to learn these nifty tricks."

"That's cool." After a moment of awkward silence. The kid then asked a question in a joking manner. "You so used me as an excuse to ditch the hottest babe in New York, didn'tcha?"

After a few seconds, Ben replied. "Yeah. I guess I did. Thanks for that. I was looking for an easy out."

"So weren't they headed somewhere afterwards? I'm sure that other cl..."

"Peter. That's his name. No need to go down to that level." Ben corrected him. "And no need to make snide remarks like that. It's petty, mean and downright infantile."

"Yes Mom." The boy retorted. First real time he truly was lectured. Nevermind being lectured by someone who can be considered...

The little Spider just shuddered. "What's wrong? It isn't that cold out here?" Spider-man asked.

"Uh, it's nothing. Just never thought I'd get lectured by myself." After hearing it out loud, he muttered an additional comment. "Wow. Sounds really crazy when you say it out loud."

"Well, that's an interesting thought. But I'm not you. And neither is the other guy. You just have to figure out who you are."

"Yes Captain Fortune Cookie. You know, I think I'll just go and swing around for a while. I haven't introduced myself to an old friend..." the youthful one stated.

"Okay... But if his best friend offers you alcohol, I don't want to catch you drunk." Ben shared the inside joke, of the familiar 'friend'.

Mary Jane was walking down the hallway to the elevator that lead to that night's gala, with the Daily Bugle as one of the guests. Usually, her looks can kill. This time, if her eyes were a legitimate weapon, people would be dead.

"Listen pretty lady, I said I was sorry..." Peter tried to plead with her.

"Sorry? Sorry? Excuse me Peter. I just can't believe you. Regardless of your history with that one lunatic, you can't be punishing this young boy. And you want to make sarcastic remarks, some of them cruelly insensitive? Here it is, he's released into New York, and now has some important life changes, and you have to make it about you?" MJ was ripping into her husband, as she pushed the elevator up button.

"But MJ..."

"Don't 'but MJ' me, buster. He has nowhere to turn to. We can't just leave him out in the cold. And you seem to want to do exactly that, Peter." The red head thrust her index finger in her husband's chest, as the elevator door swung open.

Peter looked like a deer caught in the headlights. It was a very uncomfortable discussion, one that was being debated the past few days. The two entered the elevator, with the background music adding to the awkward atmosphere.

"It's just that Ben seems to have this well in hand... And if there was anything extra, like the time I... Well... or maybe like Kaine or Spidercide..." Peter tried to rationalize.

"Peter, that young man is family, and so is Ben. Ben has a lot on his hands, and he can barely afford enough food for one of you, and we can handle a teenage boy." MJ replied rationally, or as rationally as she could be when angered.

"Listen MJ, I don't think this is a good idea. We don't know how dangerous this could be. If he has any programming that's left... What happens if he attacks our little May..." Peter tried to tell her. She just looked at him with an icey look that tore him appart.

_'Looks like I won...' _Peter thought.

"Let me guess. You think you won, right? Well here's your prize. You are staying on the couch for the next week. And under further notice, you are now grounded." The tigress dictated the terms of his punishment.

As the elevator doors opened, Peter mentally had one thought. _'Ouch.' _

They walked on and handed their jackets over to the valet by the door, as they entered the party location. After entering, Mary Jane excused herself to mingle with the party, with a cold shoulder towards her husband. Peter was soon approached by a familiar African-American friend.

"How's it g... Wow. Guess you two have gone at it..." Robbie came by with his warm greeting.

"Yeah... I'm officially on the couch." Peter commented weakly.

"Want to talk about it?"

"Eh, she's just being stupid." Peter rubbed the back of his neck.

"Peter, don't ever call your wife stupid. As a man with over 30 years of more experience at this than you, that is not a very good idea. And it's not very respectful of her, or you." The senior man told the younger man.

"So what should I do then, Robbie?" Peter asked, a little tired.

"Give in to whatever she wants. It makes our life easier." Robbie joked. "But seriously, if you look at relationships as winning or losing, the only thing that thinking you win an argument gets you is a warm spot on the couch."

"I don't try to do that..." Peter tried to sidetrack, but his old friend cut him off.

"Peter, you are one of the nicest people I know. But sometimes you can be quite immature. And if you think you can win in relationships, you might just turn out like..." As if by finishing Joseph Robertson's sentence, the two men heard an irate voice approaching them.

"Parker. There you are. 'Bout time you showed up." Ol' Flattop himself. He who rants about the wall crawler. He with the completely ironic name. Jolly Jonah Jameson. In the flesh.

"I think the point is made, right Peter?" Robbie grinned as he turned towards the photographer.

The retired webslinger only imagined himself transforming into J.J.J. He shuddered for a second.

"What are you talking about, Robbie?" The head of the Daily Bugle asked, in the only way he knew how; aggressively.

"Peter and Mary Jane are in an argument..."

Peter looked at the African-American in horror. _'Robbie... please no... don't do this...' _

"And he's seeing this as winning and losing. What do you think, Jonah?" Robbie asked, knowing the answer.

"Parker! A man doesn't treat his lady like that. Are you a man? Yes? Then you don't treat a relationship like that. Look at me. If there's one person that is an expert in this field, it's me. Treating love like it's winning or losing is just going to get you the couch, or the divorce papers..." Jonah started lecturing Peter, as Peter mentally whimpered, and cursed at Robbie. "Love is liiiiiiiiiiike... a Pulitzer Prize article... There are ups and downs, bad parts that make up later on... and a good climax... But without an editor to help you clean things up, it's nothing but a scrambled mess of words. You are your wife's editor, and she is your editor. You will bicker and argue, but you need to meet each other halfway to complete something worthwhile. Compromise is what it's about Parker, compromise, compromise compromise. Let's say one editor doesn't listen to the other, you know what happens Parker? No? Well I'll tell you! When one of you ignores the other, you get a mess, a mess nobody can read, and then one of you starts shouting, crying and all that womanly garbage! Then you know what happens? You union strikes! Union starts freaking striking and wanting constant contractual re-negotiations and battles, and then when things get really boiling, neither side cares to meet the other half-way, so we end up with contract breaking and from there one of you and your staff of writers will quit en masse, and you know that means? No? I'll let you in on that too; it means divorce. Take Robbie, he's a perfect example of failed contractual obligations and Union obligations in regards to marriage. I mean look at his first marriage, what a disaster that was, thank heavens I was there to guide and support him through it! The most common reason for divorce is adultery, check the statistics kid, you'll probably find I'm right, in fact check them as soon as you get home! And adultery is caused when one party feels that the other didn't compromise, and as I look at Robbie he didn't compromise so he cheated on her, he broke Union rules and for that he had to pay alimony through the nose, which should be a lesson Parker, either get pre-nup at the start of the marriage or learn to treat that Pulitzer Prize article and Union whiners like the gold they are, and just so you know the Union whiners are the divorce attorneys working for the ex-wife while the Pullitzer Prize article is the wife. And that's how you build a successful loving relationship build on trust, mutual respect and love. Am I Right Robbie Or Am I RIGHT?"

"Wonderful analogy, J.J. Don't you think so, Peter?" Joseph turned to Peter, with a grin. Peter couldn't help but turn a little red. Unfortunately, neither of his bosses would let him squirm out of this lecture.

"Now, my advice to you, Parker, is to listen to her. Tell her your concerns, but don't be witty or sarcastic. Try not to force the issue. If you are wrong on the matter, admit you are wrong. If you are right, it doesn't hurt to confess you are wrong either. Gets you off the couch, trust me I know from personal experience. Flowers and chocolate don't hurt neither. Make sure they are strong in aphrodisiacs. That helps with resolution most times. Nope, every time Parker. Don't use thinking words. Use feel words. Most women are partial to a man in tune with his feelings such as myself. And don't forget..."

Peter was mentally shrinking away, as J. Jonah Jameson gave him relationship advice. It was rather embarrassing for Peter to listen to the usually grumpy man tell him how to be thoughtful in a relationship. Although good advice, it was who was giving it that sounded weird to the retired superhero.

"And don't forget to consider her side of the argument Peter. She is part of you, and if you disrespect her, you disrespect yourself. You have to be sensitive and pure in your love and feelings like my Jolly for example!" Was heard as Dr. Marla Jameson walked in on the conversation, giving Jonah a peck on the cheek. "That's sweet John. Giving him advice a father would give him so like you to take in young strays under your protective beautiful wings..."

"Well, he is treating love like winning and losing." The bugle editor-in-chief let his wife in on the matter. Which just got Peter even more ashamed of his situation.

"Oh, does he?" Marla, the psychiatrist, turned to Peter. "The real thing about winning, is being together. The time you spend. The effort you put. The love is what you win when it comes to family. Not arguments. And as much as stubbornness can be adorable in a man like John, it can also complicate things."

Before they could continue pelting Peter with 'pearls of wisdom', the microphone was heard, as the emcee spoke up.

"Alright that's it for now Parker, but stick around by the time this night ends, you're dying chaste marriage will be reversed, you'll know all you need to know about marriages, Unions and how to break them and how to write a successful Pullitzer Prize award winning article." Jonah promised, with Peter mentally wishing he would just be struck by one of Thor's thunderbolts so he could just be anywhere but there later.

"Welcome everyone to this year's Museum of Natural History Gala..." The speech continued for a few minutes, as there were the honourable mentions, and Peter went up to photograph the official presentation, and the speakers.

The second speaker, who is the head curator of the Museum, went up.

"Now, the special feature of this year's Gala, is the new exhibit, on the ancient Pharaoh, En Sabah Nur, set to open in a week to the common public..."

Peter went up to take a few photos with several others, as he heard Jonah growl. "Better get some good shots, Parker."

_'En Sabah Nur? Isn't that Apocalypse, which the X-Men fight all the time? This is going to be interesting. Maybe I should invite... wait, he'll bring that... that... too...' _Peter thought to himself. Then, a familiar buzzing distracted the man as he looked around. From a distance, his wife noticed, as she had the speed-dial ready for a superhero entrance.

"This fascinating piece of history has been a mystery to many, but few have heard of the mythical pharaoh, stated to have more mysteries than even the fabled Hatshepsut. And all these secrets are now..."

Before the sentence was completed, there was a rather large puff of smoke, followed by some decorative shabtis that sprung to life. Amidst that smoke, there was a maniacal laughter.

"And all those secrets are now Mysterio's secrets!" As the badly dressed, dome covered supervillain appeared above the helpless civilians. This caused a bit of a panic as most people started running. J.J. And Robbie turned a few tables over, as the editor-in-chief muttered a comment to his star photographer.

"Parker, you better get some good photos for the front page!"

With a maniacal laughter heard as some of the shabtis started gathering some of the exhibit, one certain redheaded guest took a gun from inside her dress, and shot one of the minions. As it turned around, having done very superficial damage, it started approaching her, but instead of running, she just pulled a knife out from a hidden leg strap. The former wallcrawler couldn't help but smile as his wife faced off against a threat like that. Fearless as she was.

But like a knife could do anything. Peter looked as both J.J. and Robbie ushered everyone out, Peter tackled the one that was targeting his wife, aiming a well timed punch to the head of the Egyptian styled statue.

Ben was closing up the restaurant, after promising Shirley an early night with Devin.

"Bye Buzz. Can't wait to hear the latest tomorrow."

"Later. Government these days... Them Avengers and their stooge Dr Doom..." Buzz muttered as he walked away from Ben as he shook his head in disgust at the government.

Ben jumped as he heard a sudden song play. "Welcome to the Jungle/It's all fun and games/We got everything you want" Ben reached for his cell.

_'Mary Jane... Wonder what's going on...' _

"Heya, MJ..." Ben listened to the phone, and in mid call, he headed into the alleyway to change into his 'business' attire. "All right. Who attacked the what? I'm on my way. Wait a few minutes."

Spider-Man launched a webbing as he got on his cellphone to dial another number.

"And you know what he said? He said that I was just a kid with very little experience, and that I was wrong. Can you believe that? Someone, on the internet, claiming that someone else is wrong. How can someone be that deluded? I mean, little old me..." A certain 12 year old boy in skintight spandex was busy chattering away on a skyscraper, next to gargoyles. "I know! I mean, doesn't he realize that a 12 year old brat has more experience in the world than him? Oh you tell him, Bruce! Arguing with a kid like that shows some pretty sheltered behaviour."

Spider-Boy was laughing at his joke, then suddenly stopped as he turned to the statue on his right. "No Clark. I don't think he was drunk not everyone is always drunk. Or stoned!" After a minute, he then commented. "I'm underage, So no, I can't drink. Mama Spider would kill me."

He then heard a tune that sung "That, that dude looks like a lady/ That, that dude looks like a lady"

Reaching to his utility belt, he pulled out a cell phone as he responded "Hello. This is the awesome sexy superhero hotline! How may I help you?"

"Hey, Mini-spider? There's something going on at a gala. I'm at work, so you are closer to it than I am. Can you head over there and take care of it? I'll catch up as soon as I can..." Ben was heard on the other line.

"Okay, where is this top of the world Gala? Uh huh.. Uh huh... got it. On my way." The boy stated as he hung up and put his cell phone back in the utility belt.

"Well, I've got to go. I'm on the clock. Spidey says 'hi'. And Clark... don't skip on your AA meeting again.. And I'm off! First official Supervillain!" The kid hero shouted eagerly.


End file.
